Common use of Miscellaneous Option and Other Award Terms Clause in Contracts

Miscellaneous Option and Other Award Terms. (i) After the Distribution Date, (A) IAC Options and IAC Awards adjusted pursuant to Section 5.3, regardless of by whom held, shall be settled by IAC pursuant to the terms of the applicable IAC Long-Term Incentive Plan, (B) TM Options and TM Awards, regardless of by whom held, shall be settled by TM pursuant to the terms of the XX Xxxx-Term Incentive Plan, (C) Interval Options and Interval Awards, regardless of by whom held, shall be settled by Interval pursuant to the terms of the Interval Long-Term Incentive Plan, (D) HSN Options and HSN Awards, regardless of by whom held, shall be settled by HSN pursuant to the terms of the HSN Long-Term Incentive Plan, and (E) Tree Options and Tree Awards, regardless of by whom held, shall be settled by Tree pursuant to the terms of the Tree Long-Term Incentive Plan. (ii) Accordingly, it is intended that, (A) to the extent of the issuance of such TM Options and TM Awards in connection with the adjustment provisions of this Section 5.3, the XX Xxxx-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3, (B) to the extent of the issuance of such Interval Options and Interval Awards in connection with the adjustment provisions of this Section 5.3, the Interval Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3, (C) to the extent of the issuance of such HSN Options and HSN Awards in connection with the adjustment provisions of this Section 5.3, the HSN Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3 and (D) to the extent of the issuance of such Tree Options and Tree Awards in connection with the adjustment provisions of this Section 5.3, the Tree Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3. (A) The Effective Time shall not constitute a termination of employment for any TM Employees for purposes of any IAC Option or IAC Award, any Interval Option or Interval Award, any HSN Option or HSN Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with TM shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by TM Employees, employment with TM shall be treated as employment with Interval with respect to Interval Options or Interval Awards held by TM Employees, employment with TM shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by TM Employees and employment with TM shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by TM Employees. (B) The Effective Time shall not constitute a termination of employment for any Interval Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any HSN Option or HSN Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with Interval shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by Interval Employees, employment with Interval shall be treated as employment with TM with respect to TM Options or TM Awards held by Interval Employees, employment with Interval shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by Interval Employees and employment with Interval shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by Interval Employees. (C) The Effective Time shall not constitute a termination of employment for any HSN Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any Interval Option or Interval Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with HSN shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by HSN Employees, employment with HSN shall be treated as employment with TM with respect to TM Options or TM Awards held by HSN Employees, employment with HSN shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by HSN Employees and employment with HSN shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by HSN Employees. (D) The Effective Time shall not constitute a termination of employment for any Tree Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any Interval Option or Interval Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with Tree shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by Tree Employees, employment with Tree shall be treated as employment with TM with respect to TM Options or TM Awards held by Tree Employees, employment with Tree shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by Tree Employees and employment with Tree shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by Tree Employees. (E) Except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with IAC shall be treated as employment with TM with respect to TM Options or TM Awards held by IAC Employees, employment with IAC shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by IAC Employees, employment with IAC shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by IAC Employees and employment with IAC shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by IAC Employees.

Miscellaneous Option and Other Award Terms. (i) Parent and Xxxxx Xxxxxxx acknowledge that, in the context of the Separation, the adjustment to Parent Options and the Parent Awards as set forth in this Section 5.3 will be implemented, in part, by the issuance of Xxxxx Xxxxxxx Options and Xxxxx Xxxxxxx Awards under the terms of the Xxxxx Xxxxxxx Long-Term Incentive Plan. Accordingly, it is intended that, to the extent of the issuance of such Xxxxx Xxxxxxx Options and Xxxxx Xxxxxxx Awards in connection with the adjustments set forth in this Section 5.3, the Xxxxx Xxxxxxx Long-Term Incentive Plan shall be considered a successor to the Parent Long-Term Incentive Plan and to have assumed the obligation of the Parent Long-Term Incentive Plan to make the adjustment of Parent Options and Parent Awards as set forth in this Section 5.3. (ii) After the Distribution Date, (A) IAC Parent Options and IAC Parent Awards adjusted pursuant to Section 5.3, regardless of by whom held, shall be settled by IAC Parent pursuant to the terms of the applicable IAC Parent Long-Term Incentive Plan, (B) TM and Xxxxx Xxxxxxx Options and TM Xxxxx Xxxxxxx Awards, regardless of by whom held, shall be settled by TM Xxxxx Xxxxxxx pursuant to the terms of the XX Xxxx-Term Incentive Plan, (C) Interval Options and Interval Awards, regardless of by whom held, shall be settled by Interval pursuant to the terms of the Interval Long-Term Incentive Plan, (D) HSN Options and HSN Awards, regardless of by whom held, shall be settled by HSN pursuant to the terms of the HSN Long-Term Incentive Plan, and (E) Tree Options and Tree Awards, regardless of by whom held, shall be settled by Tree pursuant to the terms of the Tree Xxxxx Xxxxxxx Long-Term Incentive Plan. (iiiii) AccordinglyParent or a Parent Entity shall claim the benefit of federal, it is intended thatstate, and local tax deductions related to the exercise of all adjusted Parent Options and the vesting or settlement, as applicable, of Parent Awards after the Distribution Date and none of Xxxxx Xxxxxxx or any Xxxxx Xxxxxxx Entity shall claim any such tax deductions. After the Distribution Date, Parent and the Parent Entities shall be responsible for the proper payroll tax treatment and the proper reporting to the appropriate governmental authorities of compensation relating to all option exercises of Parent Options and vesting or settlement, as applicable, of Parent Awards. (iv) Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity shall claim the benefit of federal, state and local tax deductions related to the exercise of Xxxxx Xxxxxxx Options and the vesting or settlement, as applicable, of Xxxxx Xxxxxxx Awards after the Distribution Date and neither Parent nor any Parent Entity shall claim any such tax deductions. After the Distribution Date, Xxxxx Xxxxxxx and the Xxxxx Xxxxxxx Entities shall be responsible for the proper payroll tax treatment and the proper reporting to the appropriate governmental authorities of compensation relating to all option exercises of Xxxxx Xxxxxxx Options and vesting or settlement, as applicable, of Xxxxx Xxxxxxx Awards. (v) Parent and Xxxxx Xxxxxxx agree to act (or to take such action) with respect to such federal, state, or local tax deductions, and with respect to fulfilling the payroll tax and reporting obligations on compensation as are reasonably necessary or appropriate to achieve, maintain and/or preserve such tax results. (vi) If (A) as a result of a determination (as defined in Section 1313 of the Code) or (B) in the opinion of nationally recognized tax counsel to Parent or Xxxxx Xxxxxxx, which opinion and tax counsel are reasonably acceptable to the other party hereto, as a result of final or pending Treasury Regulations, Internal Revenue Service announcement or otherwise, in each case, there is a substantial likelihood that the tax deductions related to the exercise of Options or Awards under this Agreement and/or the payroll tax and reporting obligations related to the exercise of Options or vesting or settlement of Awards, will be inconsistent with all or any part of Section 5.3 above, the parties shall negotiate in good faith to restructure the arrangements set forth herein so that (I) if, pursuant to the determination or opinion, a party gets a tax deduction it was not entitled to claim under the terms of this Agreement, that party shall pay over to the party entitled to claim the deduction under the terms of this Agreement, as if and for the tax year(s) recognized through a reduction in taxes due and/or the receipt of a refund in an amount equal to the lesser of (X) its tax benefit and (Y) the benefit otherwise available to the party entitled to such deduction under the terms of this Agreement, as if and for the tax year(s) when such deduction would have resulted in a reduction in taxes due and/or the receipt of a refund and (II) the reporting and financial burden of the payroll taxes are, to the extent practicable, as described above. Any such amounts shall be payable within 30 days of the issuance filing of the return in which the benefit described in (X) or (Y) of the preceding sentence, whichever is later, is reflected. If the parties are unable to reach an agreement on how to restructure the arrangements set forth herein within 90 days of such TM Options and TM Awards determination or the receipt of the opinion of counsel described in connection with the adjustment provisions first sentence of this Section 5.3, the XX Xxxx-Term Incentive Plan subparagraph (vi) such disagreement shall be considered resolved by a successor nationally recognized law firm or accounting firm ("INDEPENDENT THIRD PARTY"), selected in a manner similar to each of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as procedure set forth in this Section 5.3, (B3(b)(iii) to the extent of the issuance of such Interval Options and Interval Awards in connection with the adjustment provisions of this Section 5.3Tax Sharing Agreement, the Interval Long-Term Incentive Plan whose judgment shall be considered a successor to each conclusive and binding upon the parties. The cost of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3, (C) to the extent of the issuance of such HSN Options and HSN Awards in connection with the adjustment provisions of this Section 5.3, the HSN Long-Term Incentive Plan any Independent Third Party shall be considered a successor to each of shared equally between the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3 and (D) to the extent of the issuance of such Tree Options and Tree Awards in connection with the adjustment provisions of this Section 5.3, the Tree Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3parties. (A) The Effective Time shall not constitute a termination of employment for any TM Employees for purposes of any IAC Option or IAC Award, any Interval Option or Interval Award, any HSN Option or HSN Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with TM shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by TM Employees, employment with TM shall be treated as employment with Interval with respect to Interval Options or Interval Awards held by TM Employees, employment with TM shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by TM Employees and employment with TM shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by TM Employees. (B) The Effective Time shall not constitute a termination of employment for any Interval Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any HSN Option or HSN Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with Interval shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by Interval Employees, employment with Interval shall be treated as employment with TM with respect to TM Options or TM Awards held by Interval Employees, employment with Interval shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by Interval Employees and employment with Interval shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by Interval Employees. (C) The Effective Time shall not constitute a termination of employment for any HSN Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any Interval Option or Interval Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with HSN shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by HSN Employees, employment with HSN shall be treated as employment with TM with respect to TM Options or TM Awards held by HSN Employees, employment with HSN shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by HSN Employees and employment with HSN shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by HSN Employees. (D) The Effective Time shall not constitute a termination of employment for any Tree Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any Interval Option or Interval Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with Tree shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by Tree Employees, employment with Tree shall be treated as employment with TM with respect to TM Options or TM Awards held by Tree Employees, employment with Tree shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by Tree Employees and employment with Tree shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by Tree Employees. (E) Except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, employment with IAC shall be treated as employment with TM with respect to TM Options or TM Awards held by IAC Employees, employment with IAC shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by IAC Employees, employment with IAC shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by IAC Employees and employment with IAC shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by IAC Employees.

Miscellaneous Option and Other Award Terms. (i) After the Distribution Date, (A) IAC Options and IAC Awards adjusted pursuant to Section 5.3, regardless of by whom held, shall be settled by IAC pursuant to the terms of the applicable IAC Long-Term Incentive Plan, (B) TM Options and TM Awards, regardless of by whom held, shall be settled by TM pursuant to the terms of the XX Xxxx-Term Incentive Plan, (C) Interval Options and Interval Awards, regardless of by whom held, shall be settled by Interval pursuant to the terms of the Interval Long-Term Incentive Plan, (D) HSN Options and HSN Awards, regardless of by whom held, shall be settled by HSN pursuant to the terms of the HSN Long-Term Incentive Plan, and (E) Tree Options and Tree Awards, regardless of by whom held, shall be settled by Tree pursuant to the terms of the Tree Long-Term Incentive Plan. (ii) Accordingly, it is intended that, (A) to the extent of the issuance of such TM Options and TM Awards in connection with the adjustment provisions of this Section 5.3, the XX Xxxx-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and TM shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3, (B) to the extent of the issuance of such Interval Options and Interval Awards in connection with the adjustment provisions of this Section 5.3, the Interval Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and Interval shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3, (C) to the extent of the issuance of such HSN Options and HSN Awards in connection with the adjustment provisions of this Section 5.3, the HSN Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and HSN shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3 and (D) to the extent of the issuance of such Tree Options and Tree Awards in connection with the adjustment provisions of this Section 5.3, the Tree Long-Term Incentive Plan shall be considered a successor to each of the IAC Long-Term Incentive Plans and Tree shall be considered to have assumed the obligations of the applicable IAC Long-Term Incentive Plan to make the adjustment of the IAC Options and IAC Awards as set forth in this Section 5.3. (A) The Effective Time shall not constitute a termination of employment for any TM Employees for purposes of any IAC Option or IAC Award, any Interval Option or Interval Award, any HSN Option or HSN Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, (1) employment with TM shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by TM Employees, (2) employment with TM shall be treated as employment with Interval with respect to Interval Options or Interval Awards held by TM Employees, (3) employment with TM shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by TM Employees and (4) employment with TM shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by TM Employees. (B) The Effective Time shall not constitute a termination of employment for any Interval Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any HSN Option or HSN Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, (1) employment with Interval shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by Interval Employees, (2) employment with Interval shall be treated as employment with TM with respect to TM Options or TM Awards held by Interval Employees, (3) employment with Interval shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by Interval Employees and (4) employment with Interval shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by Interval Employees. (C) The Effective Time shall not constitute a termination of employment for any HSN Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any Interval Option or Interval Award or any Tree Option or Tree Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, (1) employment with HSN shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by HSN Employees, (2) employment with HSN shall be treated as employment with TM with respect to TM Options or TM Awards held by HSN Employees, (3) employment with HSN shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by HSN Employees and (4) employment with HSN shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by HSN Employees. (D) The Effective Time shall not constitute a termination of employment for any Tree Employees for purposes of any IAC Option or IAC Award, any TM Option or TM Award, any Interval Option or Interval Award or any Tree HSN Option or Tree HSN Award and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, (1) employment with Tree shall be treated as employment with IAC with respect to IAC Options or IAC Awards held by Tree Employees, (2) employment with Tree shall be treated as employment with TM with respect to TM Options or TM Awards held by Tree Employees, (3) employment with Tree shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by Tree Employees and (4) employment with Tree shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by Tree Employees. (E) Except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 5.3, (1) employment with IAC shall be treated as employment with TM with respect to TM Options or TM Awards held by IAC Employees, (2) employment with IAC shall be treated as employment with Interval with respect to Interval Options and Interval Awards held by IAC Employees, (3) employment with IAC shall be treated as employment with HSN with respect to HSN Options and HSN Awards held by IAC Employees and (4) employment with IAC shall be treated as employment with Tree with respect to Tree Options and Tree Awards held by IAC Employees.